Black Sea Property AS: Launch of conditional Private Placement

10 Mar 2023 16:30 CET

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OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Reference is made to earlier stock exchange announcements from Black Sea
Property AS ("BSP" or the "Company", and together with its consolidated
subsidiaries, the "Group") regarding the Company's financing activities,
including the stock exchange notice published on 9 February 2023 where it was
announced that the Company was seeking to raise funds for construction
activities on the Sunrise Gardens Resort (the "Resort") and to facilitate
expected capital requirements in connection with a contemplated refinancing of
the Group's loan taken up with UniCredit Bulbank.

On this background, the Company is therefore announcing that it is contemplating
carrying out a conditional private placement of new shares (the "Offer Shares")
in the Company to raise gross proceeds of minimum NOK 6 million and up to NOK 9
million. The price per Offer Share will be a fixed price of NOK 0.40.

Assuming subscription of all Offer Shares, the Company will issue 22,500,000
Offer Shares in connection with the Private Placement, each Offer Share with a
par value of NOK 0.25.

The proceeds from the Private Placement will be utilized towards construction
activities at the Sunrise Gardens Resort, to facilitate expected capital
requirements in connection with a refinancing of the Group's credit facility
with UniCredit Bulbank and for general corporate purposes of the Company.

The Company and its local Bulgarian partner, Mr. Boyan Bonev, is currently
seeking to increase EPO Aheloy OOD's (the development and property-owning
company for the Resort) loan facility with Penchev Consult from EUR 7.5 million
to EUR 10 million, and completion of the Private Placement will be subject to
obtaining such increase. The purpose of such increase is to ensure sufficient
capital for the upcoming summer season for 2023 as well as for full repayment of
the Group's credit facility with UniCredit Bulbank if a refinancing is not
achieved.

If the Private Placement is completed, the Company expects to launch a
subsequent offering towards shareholders as of the date of the Private Placement
that did not subscribe for Offer Shares (the "Eligible Shareholders") (the
"Subsequent Offering"). In the Subsequent Offering, the Company will seek to
raise an amount corresponding to the difference between the gross proceeds
actually raised in the Private Placement and NOK 15 million. The subscription
price in the Subsequent Offering will be equal to the subscription price in the
Private Placement. Completion of the Subsequent Offering will be subject to,
amongst other things, approval by the Company's shareholders in a general
meeting and registration and publication of a national prospectus.

Subscribers in the Private Placement will be given the opportunity, pro-rata
based on subscriptions in the Private Placement, to subscribe for any new shares
in the Subsequent Offering that are not subscribed for by the Eligible
Shareholders. The exercise of this right is subject to not all shares in the
Subsequent Offering being subscribed by Eligible Shareholders and there can be
no assurance that any shares may be subscribed on this basis.

In September 2022, the Company raised an amount of NOK 1,915,000 through a loan
from certain investors. The Private Placement will trigger conversion of the
outstanding loan amounts and accrued interest to new shares in the Company. The
price per new share will be the same as in the Private Placement, i.e. NOK 0.40.

The subscription period in the Private Placement will commence today, 10 March
2023 at 16:30 CET and close on 14 March 2023 at 16:30 CET. The Company may,
however, at any time resolve to shorten or extend the subscription period for
any reason. If the subscription period is shortened or extended, any other dates
referred to herein may be amended accordingly.

The Private Placement will be directed towards certain existing shareholders of
the Company and certain new investors, subject to and in compliance with
applicable exemptions from relevant prospectus, filing or registration
requirements. The minimum subscription and allocation amount in the Private
Placement will be the NOK equivalent of EUR 100,000, provided that the Company
may, at its sole discretion, allocate an amount below EUR 100,000 to the extent
applicable exemptions from the prospectus requirement pursuant to applicable
regulations, including the Norwegian Securities Trading Act and ancillary
regulations, are available.

Completion of the Private Placement is subject to the satisfaction of the
following conditions; (i) increase of EPO Aheloy OOD's loan facility with
Penchev Consult up from EUR 7.5 million to EUR 10 million, (ii) all corporate
resolutions of the Company's Board of Directors to proceed with the Private
Placement and to allocate the Offer Shares having been made, (iii) the
shareholders of the Company having approved the issue of the Offer Shares in a
general meeting of the Company, and (iv) that the allocated Offer Shares have
been fully paid, validly issued (by way of registration of the share capital
increase pertaining to the issuance of the New Shares in the Norwegian Register
of Business Enterprises) and registration of the Offer Shares in the VPS
(jointly, the "Private Placement Conditions").

The payment date for Offer Shares will be on or about 30 March 2023.

The Company's Board is of the opinion that the Private Placement complies with
the equal treatment obligations. The Board of Directors of the Company
considered alternative structures for the raising of new equity. Following
careful considerations, the Board of Directors resolved that it will be in the
common interest of the Company and its shareholders to raise equity through a
private placement setting aside the pre-emptive rights of the shareholders. By
structuring the transaction as a private placement, the Company will be in a
position to raise capital in an efficient manner and with significantly lower
risks compared to a rights issue. The Board also emphasized that the Subsequent
Offering is intended to be carried out following the Private Placement and that
the Subsequent Offering will allow all shareholders to reduce their dilution
from the Private Placement.

For further information please contact:

Egil Melkevik, Chairman
Tel: +47 90 77 09 76
E-mail: em@ms-solutions.no

About Black Sea Property AS:

Black Sea Property AS is a real estate company with holdings in a real estate
project on the Black Sea coast called Sunrise Gardens. Sunrise Gardens Resort is
a partially completed project and will upon completion comprise approximately
950 apartments as well as significant commercial space. Black Sea Property AS
owns indirectly 75% of the project. Black Sea Property AS will work to finalize
Sunrise Gardens Resort, to realize the project's added value through the sale of
residential units and hotel operations.

The information in this announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation. This stock exchange announcement was
published by Egil Melkevik, Chairman, at the time and date provided.

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